Exhibit 10.7


                              EMPLOYMENT AGREEMENT

     This Agreement dated _________, 2004 by and between INSERT APPROPRIATE
SUBSIDIARY NAME, a company organized under the laws of INSERT COUNTRY/STATE OF
INCORPORATION, ("COMPANY") having an address at INSERT SUBSIDIARY ADDRESS and
____________________ residing at ________________________________ ("Employee").

     1. Employment. COMPANY agrees to employ Employee and Employee accepts
employment with COMPANY pursuant to the terms and conditions set forth in this
Agreement. Employee will devote his full business time, attention and best
efforts to the performance of his/her duties and responsibilities as an
Employee of COMPANY and/or Westcon Group, Inc. and its subsidiaries
(collectively and individually "Affiliates"). Employee's duties,
responsibilities, title, hours of work and compensation, will be set, on an
annual basis, at the sole discretion of COMPANY clients and customers.
EMPLOYMENT OF EMPLOYEE WITH COMPANY IS AT - WILL, TERMINABLE BY COMPANY AT ANY
TIME FOR ANY REASON. Employee's title, until and unless changed by COMPANY,
will be ______________.

     2. Term. The term of this Agreement will commence as of the date hereof
and continue for one (1) year thereafter. This Agreement will automatically
renew for successive one (1) year terms, unless terminated as provided herein.
Notwithstanding the foregoing, this Agreement and Employee's employment may be
terminated at any time: (a) by either Party, upon sixty (60) days prior notice
or (b) by Employer without prior notice if employment is termination for Cause,
as defined herein.

     For purposes of the Agreement, "Cause" for termination of Employee's
employment will include, without limitation, the following actions of Employee:
continued incompetence or unsatisfactory attendance; violation of COMPANY's
rules, regulations, procedures or instructions (whether written or oral)
relating to the conduct of employees; breach of fiduciary obligation owed to
COMPANY or any corporate entity that Employee provides services to, including
without limitation, the Affiliates; breach of any provision of this Agreement;
insubordination; engaging in any discriminatory or sexually harassing behavior;
criminal behavior; or using, possessing or being impaired by or under the
influence of alcohol, illegal drugs or controlled substances on COMPANY's or
the Affiliates' premises or while working or representing COMPANY or the
Affiliates' ("Cause").

     3. Compensation and Benefits. Employee's compensation for the first year
of his employment will be _________________________________($     ) per annum,
until and unless changed by COMPANY, payable in equal monthly installments
unless otherwise provided at COMPANY's sole determination. In addition,
Employee will have the right to participate in and receive benefits of
COMPANY's employee benefit plans, subject to compliance with each plan's
requirements for participation, including 401K, medical insurance, life
insurance, disability insurance, expense reimbursement, holidays and
rejuvenation days. The benefits identified herein are not intended to be
exclusive.

     4. Work Product. All work product resulting from the performance of
Employee's job with COMPANY will be the sole property of COMPANY. It is
intended that work product include all developments of any kind that relate to
COMPANY's business or confidential information or that the Employee conceives,
makes, develops or acquires within the scope of his employment by COMPANY,
including without limitation, any programs, trade secrets, discoveries,
inventions, improvements, ideas, diagrams, processes or designs, classes,
curriculum, custom courses and related training materials, whether or not
reduced to writing, patented, copyrighted or trademarked ("Work Product").
Employee will: disclose the Work Product to COMPANY; assign the Work Product to
COMPANY; and cooperate with COMPANY as necessary for COMPANY to obtain patents,
copyrights or other forms of protection for the Work Product. Employee
acknowledges that no additional compensation will be due him with regard to any
Work Product.

     5. Confidentiality. All information encountered or coming within the
knowledge of Employee with regard to or arising out of his employment with
COMPANY or services rendered to the Affiliates will


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be deemed proprietary and confidential and belong solely to COMPANY and/or the
Affiliates and be for COMPANY's or the Affiliates' sole use and benefit.
Information includes without limitation: all drawings, specifications, plans,
and other materials prepared in connection with his employment and all
information relating to COMPANY's or the Affiliates' business, its customers
and their business affairs, vendors, suppliers, methods, techniques, finances,
processes, apparatus and trade secrets, but does not include information
generally known to the public. During Employee's employment by COMPANY,
continuing for any period during which Employee receives compensation hereunder
and for two (2) years thereafter, Employee will not disclose to third parties
any Information obtained in the course of employment with COMPANY or services
rendered to the Affiliates.

     6. Restrictive Covenants. (a) Competition. During Employee's employment
with COMPANY and, for a period of two (2) years thereafter in the event that
Employee voluntarily terminates his employment, Employee will not directly or
indirectly become employed by, contract with, become interested in or provide
services to any active competitor of COMPANY or the Affiliates, as defined
herein. The following will be presumed to be competitors of COMPANY and the
Affilates: any person or entity engaged in the same, similar or competitive
business of COMPANY or the Affiliates within seventy-five (75) miles of any
geographical area where COMPANY or the Affiliates engage in business during the
term of this Agreement and the restrictive covenant. In addition, for purposes
of this Agreement: Ingram Micro; Gates/Arrow; Access Graphics; Tech Data and
any two-tier distributor of similar size and market of the foregoing entities
will be considered to be competitors of Westcon, Inc.

     (b) Solicitation. During Employee's employment with COMPANY and for a
period of two (2) years thereafter in the event that Employee's employment
terminated for any reason, Employee will not solicit, induce or attempt to
induce any active employee, consultant, contractor, vendor or customer of
COMPANY or the Affiliates to discontinue any business or employment
relationship or to refrain from entering into a new business relationship with
COMPANY or the Affiliates. For purposes of this Agreement, an active
relationship is one that is in existence during the term of Employee's
employment by COMPANY, whether pursuant to a written contract or not, including
a prospective customer relationship where COMPANY or the Affiliates has
solicited business during Employee's term of employment.

     7. Arbitration. All disputes between Employee and COMPANY, the Affiliates
and their respective successors, assigns, subsidiaries, parents, directors,
officers, employees or agents with regard to or arising out of Employee's
employment or termination of employment with COMPANY or this Agreement
("Employment Disputes") will be submitted to binding final arbitration with
J.A.M.S./Endispute in New York, New York and in accordance with the rules of
J.A.M.S./Endispute then in effect. The successful party in the arbitration may
be entitled to reimbursement by the other party of all reasonable attorneys
fees, costs and arbitration expenses incurred as a result of the arbitration,
at the discretion of the arbitrator. This agreement is intended to cover all
civil claims with regard to or arising out of Employee's employment by COMPANY
or termination of Employee's employment with COMPANY, including without
limitation, employment discrimination on the basis of race, gender, age,
religion, color, national origin, disability and veteran status (including
claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination
in Employment Act, the Americans with Disabilities Act and any other claims
under local, state or federal law concerning employment or employment
discrimination) and claims based on public policy.

     THE PARTIES ACKNOWLEDGE AND AGREE THAT: (A) ARBITRATION WILL BE THE ONLY
PROCEEDING AVAILABLE TO THEM FOR ANY EMPLOYMENT DISPUTE AND THAT THEY ARE
WAIVING THEIR RIGHT TO PROCEED IN ANY AND ALL OTHER CIVIL LEGAL PROCEEDINGS,
INCLUDING WITHOUT LIMITATION, STATE OR FEDERAL COURT AND ANY ADMINISTRATIVE
PROCEEDINGS AVAILABLE TO THEM; (B) THEY ARE WAIVING THEIR RIGHT TO HAVE A JURY
DECIDE ANY EMPLOYMENT DISPUTE; (C) THE ARBITRATOR MAY GRANT ANY REMEDY OR
RELIEF THAT IS JUST AND EQUITABLE, OTHER THAN PUNITIVE, EXEMPLARY, DOUBLE OR
TREBLE DAMAGES; (D) THE DECISION OF THE ARBITRATOR WILL BE FINAL AND BINDING ON


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THE PARTIES AND MAY BE JUDICIALLY ENFORCED; (E) THE ARBITRATOR WILL DETERMINE
ALL ISSUES OTHER THAN INJUNCTIVE RELIEF, INCLUDING WHETHER A DISPUTE IS SUBJECT
TO ARBITRATION; (F) NEITHER PARTY WAIVES THE RIGHT TO PROCEED IN COURT FOR
INJUNCTIVE RELIEF.

     8. Injunctive Relief. Employee agrees that a breach of the covenants
contained herein may cause irreparable damage to COMPANY for which there may
not be an adequate remedy at law and accordingly, COMPANY will be entitled to
injunctive relief in addition to any other remedies available at law.

     9. Assignment and Survival. Neither party may assign this Agreement
without the other party's prior, written consent. Employee's obligations under
paragraphs 7, 8, 9 and 10 will survive termination of this Agreement.

     10. Severability. If any provision of this Agreement is held to be invalid
or unenforceable, the remainder of the provision and any other provisions of
this Agreement will remain in full force and effect.

     11. Governing Law. This Agreement and the parties' rights and obligations
thereunder will be interpreted and construed in accordance with and governed by
the laws of the State of New York, other than conflict of laws.

     12. Counterparts. This Agreement may be executed in any number of
counterparts, each of which will be deemed an original and all of which taken
together will constitute but one and the same instrument.

     13. Notice. Any notice intended to be given hereunder will be sufficiently
given if sent by regular mail, postage prepaid, addressed to the party at the
address contained herein or any subsequent address of which the parties have
been given written notice. Any notice mailed to such address will be effective
when deposited in the United States mail, duly addressed with postage paid.

     14. Entire Agreement. This Agreement contains the entire agreement between
the parties with regard to the provisions hereof and may not be amended or
modified except in writing, signed by both parties. This Agreement will be
binding upon the parties, their heirs, successors, legal representatives and
assigns.


INSERT SUBSIDIARY NAME                       EMPLOYEE


By:
   ------------------------------            --------------------------------

Name:                                        Date:
     ----------------------------                 ---------------------------

Title:
      ---------------------------

Date:
      ---------------------------


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